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2014 Proxy Statement

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2014 Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14a-12 Vince Holding Corp. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ¨ Fee paid previously with preliminary materials. ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents 500 Fifth Avenue, 20th Floor New York, New York 10110 April 20, 2015 To Our Stockholders: You are cordially invited to attend the 2015 Annual Meeting of Stockholders of Vince Holding Corp. at its design studio in Los Angeles at 900 N. Cahuenga Blvd., Los Angeles, California 90038, on Tuesday, June 2, 2015, at 9:30 a.m., Pacific Time. Details of the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Meeting of Stockholders and Proxy Statement. Your vote is important. Please take the time to carefully read each of the proposals described in the Proxy Statement and cast your vote by following the instructions in the Proxy Statement or in the Notice Regarding the Availability of Proxy Materials sent to you. Thank you for your support of Vince Holding Corp. Sincerely, Jill Granoff Chairman and Chief Executive Officer Table of Contents VINCE HOLDING CORP. 500 Fifth Avenue, 20th Floor New York, New York 10110 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Our Stockholders: NOTICE IS HEREBY GIVEN that the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of Vince Holding Corp. (the “Company,” “we,” “us” or “our”) will be held at the Company’s design studio in Los Angeles at 900 N. Cahuenga Blvd., Los Angeles, California 90038, on Tuesday, June 2, 2015, at 9:30 a.m., Pacific Time, for the following purposes: 1. To elect the Class I directors, Robert A. Bowman and Mark E. Brody, to serve until our annual meeting of stockholders to be held in 2018 or until their respective successors are duly elected and qualified. 2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 30, 2016. 3. To transact any other business properly brought before the Annual Meeting or any adjournment or postponement thereof. Our Board of Directors has declared the close of business on April 10, 2015 as the record date for the Annual Meeting. Only stockholders of record on April 10, 2015 are entitled to receive notice of and vote at the Annual Meeting. Your vote is very important. We encourage you to carefully read the accompanying Proxy Statement and submit your proxy or voting instructions as soon as possible. All stockholders are cordially invited to attend the Annual Meeting in person. As an alternative to voting in person at the Annual Meeting, you may submit your proxy via the Internet or, if you request a printed set of the proxy materials and receive a paper proxy card in the mail, by mailing a completed proxy card or following the telephone instructions on the proxy card. For detailed information regarding voting instructions, please see the sections on voting shares beginning on page 3 of the accompanying Proxy Statement. We appreciate your continued support of Vince Holding Corp. By Order of the Board of Directors Jay L. Dubiner, Senior Vice President, General Counsel & Secretary New York, New York April 20, 2015 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 2, 2015: THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT http://www.proxyvote.com Table of Contents TABLE OF CONTENTS QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING 2 PROPOSAL NO. 1 ELECTION OF DIRECTORS 6 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 7 PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 17 REPORT OF THE AUDIT COMMITTEE 19 EXECUTIVE OFFICERS 20 EXECUTIVE COMPENSATION 22 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 31 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 33 OTHER MATTERS 38 Table of Contents 500 Fifth Avenue, 20th Floor New York, New York 10110 PROXY STATEMENT The Board of Directors (the “Board of Directors”) of Vince Holding Corp. (the “Company,” “we,” “us” or “our”) is soliciting your proxy to vote at the 2015 Annual Meeting of Stockholders to be held on Tuesday, June 2, 2015, at 9:30 a.m., Pacific Time, and any adjournment or postponement of that meeting (the “Annual Meeting”). The Annual Meeting will be held at the Company’s design studio in Los Angeles at 900 N. Cahuenga Blvd., Los Angeles, California 90038. We are sending a Notice Regarding the Availability of Proxy Materials for the Annual Meeting and making proxy materials available to stockholders (or, for those who request, a paper copy of the proxy materials) on or about April 20, 2015, to our stockholders of record as of the close of business on April 10, 2015 (the “Record Date”). The Company’s principal executive offices are located at 500 Fifth Avenue, 20th Floor, New York, New York 10110 and its telephone number is (212) 515-2600. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 2, 2015 Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice Regarding the Availability of Proxy Materials to our stockholders of record as of the close of business on the Record Date. All stockholders will have the ability to access this proxy statement (this “Proxy Statement”) and our Annual Report for the fiscal year ended January 31, 2015 (the “Annual Report”), which includes our Annual Report on Form 10-K and our audited consolidated financial statements as of and for the fiscal year ended January 31, 2015, on the website referred to in the Notice Regarding the Availability of Proxy Materials at http://www.proxyvote.com or to request to receive a printed set of our proxy materials. Instructions on how to access our proxy materials over the Internet or request a printed copy of our proxy materials may be found in the Notice Regarding the Availability of Proxy Materials. Introductory Note About the Company Vince Holding Corp., formerly known as Apparel Holding Corp. and Kellwood Holding Corp., was incorporated in Delaware in February 2008 in connection with the acquisition of Kellwood Company by affiliates of Sun Capital Partners, Inc. (“Sun Capital”). We completed an initial public offering of our common stock on November 27, 2013. Prior to the initial public offering and the related restructuring transactions, the Company was a diversified apparel company operating a broad portfolio of fashion brands, which included Vince. As a result of the initial public offering and the related restructuring transactions, the non-Vince businesses were separated from the Vince business, and the Vince business became the sole operating business of the Company. In this Proxy Statement, “Kellwood” refers, as applicable and unless otherwise defined, to any of (i) Kellwood Company, (ii) Kellwood Company, LLC (a limited liability company to which Kellwood Company converted at the time of the restructuring transactions related to our initial public offering) or (iii) the operations of the non-Vince businesses after giving effect to our initial public offering and the related restructuring transactions. Our fiscal year ends on the Saturday closest to January 31. For the purposes of this Proxy Statement, “fiscal 2013” refers to our fiscal year ended February 1, 2014 and “fiscal 2014” refers to our fiscal year ended January 31, 2015. 1 Table of Contents QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING Why am I receiving these materials? The Board of Directors is soliciting proxies for the Annual Meeting. We are sending a Notice Regarding the Availability of Proxy Materials for the Annual Meeting and making proxy materials available on or about April 20, 2015 to our stockholders of record as of the close of business on the Record Date. Where and When is the Annual Meeting? We will hold the Annual Meeting on Tuesday, June 2, 2015 at 9:30 a.m., Pacific Time, at the Company’s design studio in Los Angeles at 900 N. Cahuenga Blvd., Los Angeles, California 90038. What am I being asked to vote on at the Annual Meeting? We are asking our stockholders to consider the following proposals: • The election of the Class I directors, Robert A.
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